Late Filing Notice (Form NT 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:

3235-0058

FORM 12b-25

Expires:

May 31, 2025

Estimated average burden

Hours per form

2.50

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-39814

(Check One)

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: March 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: _______________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Corner Growth Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

418 Broadway, #6183

Address of Principal Executive Office (Street and Number)

Albany, New York 12207

City, State and Zip Code

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Xixuan Hei

(347)

268-7868

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☐ Yes ☒ No

December 31, 2024 10-K

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

The Company anticipates that there will be a significant change in its results of operations for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, as a result of, among other things, the following:

The balance in the Company's trust account decreased from $3,697,791 as of March 31, 2024, to $1,983,986 as of March 31, 2025, primarily due to shareholder redemptions. This reduction resulted in lower interest income during the current period.

On August 15, 2024, the Company's original sponsor, CGA Sponsor, LLC, transferred control of the Company to a new sponsor, Ringwood Field, LLC. In connection with this transaction:

-

5,895,000 Class A ordinary shares were transferred to the new sponsor.

-

7,600,000 private placement warrants were surrendered and cancelled.

-

$5,457,840 of the Company's outstanding liabilities were assumed by the original sponsor and discharged.

-

The Company's remaining deferred underwriting fee of $7,000,000 was irrevocably forfeited by the underwriter, Cantor Fitzgerald & Co., in exchange for equity compensation to be granted upon the consummation of a business combination.

Date: May 16, 2025

By:

/s/ Xixuan Hei

Xixuan Hei, Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).